Terms of Service
CELLAR DOOR END USER LICENSE AGREEMENT AND TERMS OF USE
Last modified May 8, 2019
IMPORTANT - READ CAREFULLY: This Cellar Door End User License Agreement and Terms of Use ("Terms") is a legal agreement between you (“you”) and Cellar Door Media LLC. (“Cellar Door”) and governs how you may use Lockr (the "Service"). By using the Service you agree to these Terms. If you do not agree to these Terms, do not use the Service.
BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
PLEASE REVIEW CELLAR DOOR’S PRIVACY POLICY, WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE.
1. LICENSE AND RESTRICTIONS.
Subject to these Terms, Cellar Door grants you a non-exclusive, limited, revocable, non-transferable license to use the Service for your personal and/or commercial use. You may not: (a) modify, translate, reverse-engineer, reverse-compile or decompile, disassemble, create derivative works of, or use data gathering or extraction tools in connection with the Service; (b) reproduce, duplicate, copy, sell, resell, or otherwise exploit the Service, in whole or in part, for any purpose without Cellar Door’s express written consent; (c) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) without the express written consent of the respective owner; (d) use any data mining tools or automation tools such as spiders, crawlers, scripts, bots, or any automated method of recording information; (e) use any meta-tags or any other "hidden text" utilizing Cellar Door, its affiliates, partners or artists without Cellar Door’s express written permission; or (f) engage in any conduct in connection with the Service that may be considered illegal or tortious including, without limitation, “hacking” the Service, or infringing the intellectual property or other proprietary rights of Cellar Door, its affiliates, partners, or third-parties.
The Service may include measures to control access to it, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under these Terms. You may not take any action to circumvent or defeat such security features. If you disable or otherwise tamper with the technical protection measures, your license to use the Service shall be considered automatically revoked.
2. THIRD-PARTY PRODUCT, SERVICES AND LINKS.
Cellar Door may offer third-party products and services through the Service. You assume all risks and liabilities associated with the use of any such third-party products or services. Additionally, your rights and obligations regarding such products or services will be governed by the separate terms of use, end user license agreements, and privacy policies of the applicable third-party provider.
The Service may include hyperlinks to other websites over which Cellar Door has no control. Cellar Door is not responsible for the availability of such external sites or resources and will not be responsible or liable for any content, advertising, products, or other materials on or available from such third-party websites or resources.
3. ACCESS TO THE SERVICE.
By using the Service, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live) or that you have reviewed these Terms with your parent or guardian and he or she assents to these Terms on your behalf and takes full responsibility for your compliance with them. Use of the Service by anyone under the age of 13 is prohibited. Information regarding use of your personal information can be found in Cellar Door’s Privacy Policy.
You may be required to register an account before using the Service ("Account"). You agree to provide true and complete information about yourself when you register your Account and to keep this information up to date. You are solely responsible for maintaining the confidentiality of the password and user name associated with your Account and for any activities that occur under your Account. Cellar Door does not authorize use of automated methods to sign up for an Account, and Cellar Door reserves the right to immediately terminate your access to the Service or your Account if you breach these Terms or otherwise violate any applicable law, rule, or regulation in your jurisdiction.
By using the Service and providing us with your contact information, you explicitly consent to receive communications from us. If you would not like to receive such communications, please review Cellar Door’s Privacy Policy and opt-out procedures.
4. OWNERSHIP.
Unless otherwise specified in these Terms, any and all title, ownership, rights, and intellectual property rights in and to the Service shall remain the property of Cellar Door and/or its partners and/or licensors, and are protected by the various intellectual property laws of the United States and other jurisdictions around the world via international treaties. The names and logos, and other graphics, icons, and service names associated with the Service are trademarks, registered trademarks or trade dress of Cellar Door or its partners or licensors. You may not use, copy, transmit, modify, distribute, or create any derivative works of or from the Service without prior written consent from Cellar Door.
5. DISCLAIMER OF WARRANTY AND LIMIT OF LIABILITY.
OTHER THAN AS DESCRIBED IN THE CELLAR DOOR SERVICE LEVEL AGREEMENT (“SLA”), CELLAR DOOR MAKES NO REPRESENTATION, WARRANTY, AND/OR GUARANTEE OF THE SUITABILITY OF THE SERVICE FOR YOUR PURPOSES, OR THAT THE USE OF THE SAME WILL BE COMPLETELY SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD-PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA.
THE SERVICE IS PROVIDED “AS IS" AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHER, OTHER THAN AS DESCRIBED IN THE SLA, CELLAR DOOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SAME, OR TO THE INFORMATION, CONTENT, COMMUNICATIONS, MATERIALS, OR PRODUCTS AND SERVICE CONTAINED THEREIN. YOUR USE OF THE CELLAR DOOR SERVICE IS AT YOUR SOLE RISK.
CELLAR DOOR WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. CERTAIN REGIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU FURTHER ACKNOWLEDGE THAT CELLAR DOOR IS NOT LIABLE, AND YOU AGREE NOT TO HOLD CELLAR DOOR LIABLE, FOR THE CONDUCT OF THIRD-PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OTHER THIRD-PARTY SITES, AND THAT THE RISK OF USING OR ACCESSING THE SERVICE, AND OF INJURY FROM THE FOREGOING, RESTS ENTIRELY WITH YOU.
6. INDEMNIFICATION.
You agree to hold harmless, indemnify and defend Cellar Door, its licensors, affiliates and suppliers and their respective officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) due to, arising out of, or relating to any information or item you may submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of these Terms, or your violation of any law, regulation or third-party right. Without limiting your indemnification obligations described herein, Cellar Door reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
7. TERMINATION.
These Terms and the licenses granted to you herein will automatically terminate if you fail to comply with any term hereof. You and Cellar Door have the right to terminate or cancel your Account, at any time for any reason and without notice. Upon termination you shall immediately discontinue use of the Service. All sections in these Terms which, by their nature, should survive termination of these Terms, will survive.
8. NO ASSIGNMENT.
These Terms and the licenses granted to you herein are personal to you, and may not be assigned prior to obtaining Cellar Door’s express written consent.
9. ARBITRATION AND DISPUTE RESOLUTION.
These Terms and all disputes and claims relating in any way to, or arising out of, these Terms, the Service, or your use of the Service shall be governed by the laws of the state of Washington. You and Cellar Door agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, these Terms, the Service, the Forums, or your use of the Service or Forums shall be final and binding arbitration. The arbitration shall be conducted under the rules of the International Court of Arbitration ("ICA"). To the fullest extent permitted by law: (a) no arbitration under these Terms shall be joined to any other arbitration; (b) no class arbitration proceedings shall be permitted; (c) no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and Cellar Door); and (d) no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and Cellar Door). You and Cellar Door must commence an arbitration by filing a demand for arbitration with the ICA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period (if applicable law prohibits the one year limitation period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law). Both parties will be responsible for their respective arbitration fees.
10. INFRINGEMENT NOTIFICATION.
All claims related to the Service, including claims for copyright infringement or the infringement of intellectual property, should be addressed to:
Cellar Door Media LLC
711 St Helens Ave, Suite 202
Tacoma, WA 98402
Email: info@cellardoormediagroup.com
11. FEEDBACK.
Cellar Door does not accept unsolicited feedback, suggestions or other information about the Service or other aspects of its business. If you provide Cellar Door with feedback or other ideas, you agree that Cellar Door is free to use any feedback provided by you for any purpose (without compensation to you), including, without limitation, improving its products and Service and creating derivative products.
12. GENERAL.
These Terms, along with the Privacy Policy, constitute the complete and final agreement between Cellar Door and you with respect to your use of the Service and may not be modified by you except in a writing duly signed by you and an authorized representative of Cellar Door. You agree that your breach of these Terms will cause Cellar Door immediate and irreparable harm and Cellar Door will be entitled, notwithstanding the arbitration clause set forth in Section 9 above, to seek injunctive relief without the necessity of posting bond. Cellar Door and you are independent parties and nothing in these Terms creates an employment or agent relationship. If any provision herein is held to be unenforceable, such provision shall be reformed in that matter only to the extent necessary to make it enforceable, and shall not affect the enforceability of the remaining provisions. The failure of either party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision.
Cellar Door may make changes to the Service, these Terms, the SLA, or its Privacy Policy from time to time. Cellar Door will use reasonable efforts to provide you with notice of any material changes. All such changes will become effective immediately upon notice and/or posting. If any of these changes are deemed invalid, void, or for any reason unenforceable, that change will be deemed severable and will not affect the validity and enforceability of any unchanged portions of the Service, these Terms, or the Privacy Policy. Cellar Door may transfer or assign the Service, these Terms, or the Privacy Policy, in whole or in part, to any third-party of Cellar Door’s choosing. These Terms will inure to the benefit of and be binding upon Cellar Door’s respective successors and assigns.
13. CONTACT US.
If you have questions regarding these Terms, please contact us at:
Cellar Door Media LLC
Attn: Terms of Use
711 St Helens Ave, Suite 202
Tacoma, WA 98402
E-mail: info@cellardoormediagroup.com
Phone Number: (920) 385-6257